Item 8.01 Other Events.



On January 24, 2023, The PNC Financial Services Group, Inc. (the "Corporation")
completed the public offer and sale of (a) $1,250,000,000 aggregate principal
amount of its 4.758% Fixed Rate/Floating Rate Senior Notes due January 26, 2027,
and (b) $1,500,000,000 aggregate principal amount of its 5.068% Fixed
Rate/Floating Rate Senior Notes due January 24, 2034 (collectively, the
"Notes"). The Notes were sold pursuant to an Underwriting Agreement dated
January 19, 2023 (the "Underwriting Agreement") entered into by the Corporation,
PNC Capital Markets LLC, Barclays Capital Inc., Citigroup Global Markets Inc.,
and Goldman Sachs & Co. LLC. The Underwriting Agreement is attached to this
Current Report on Form 8-K as Exhibit 1.1 and is incorporated into this Item
8.01 by reference.

The Notes were issued under an Indenture, dated as of September 6, 2012 (the
"Base Indenture"), as amended and supplemented by a First Supplemental
Indenture, dated as of April 23, 2021 (the "Supplemental Indenture" and together
with the Base Indenture, the "Indenture"), between the Corporation and The Bank
of New York Mellon, as trustee.

The underwritten offering described in this Current Report on Form 8-K is more
fully described in the prospectus supplements, each dated January 19, 2023, and
filed with the Securities and Exchange Commission (the "Commission") on January
20, 2023, to the accompanying prospectus filed with the Commission on December
13, 2021, as part of the Company's Registration Statement on Form S-3ASR (File
No. 333-261622) (the "Registration Statement"). The above description of the
Underwriting Agreement and the Indenture is qualified in its entirety by
reference to the full text of such agreements. Copies of the Underwriting
Agreement, the Base Indenture, the Supplemental Indenture and the Form of each
Note are filed or incorporated by reference as Exhibits 1.1, 4.1, 4.2, 4.3 and
4.4, respectively.

Copies of the legality opinions delivered by Laura Gleason, counsel to the Corporation in connection with the issuance of the Notes, are attached hereto as Exhibits 5.1 and 5.2.



This Current Report on Form 8-K is being filed for the purpose of filing the
attached documents in connection with the issuance of the Notes as exhibits to
the Registration Statement and such exhibits are hereby incorporated by
reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits.
Number       Description                                       Method of Filing

1.1            Underwriting Agreement dated as of January 19,  Filed herewith
             2023
4.1            Indenture, dated as of September 6, 2012,       Incorporated

herein by reference to


             between the Corporation and The Bank of New York  Exhibit 4.19 of Form S-3 filed on January
             Mellon                                            15, 2010, as amended by Post-Effective
                                                               Amendment No. 1 filed on September 6,
                                                               2012
4.2            Supplemental Indenture, dated as of April 23,   Incorporated

herein by reference to


             2021, between the Corporation and The Bank of New Exhibit 4.2

of Form 8-K filed on April


             York Mellon                                       23, 2021
4.3            Form of 4.758% Fixed Rate/Floating Rate Senior  Filed herewith
             Note due January 26, 2027
4.4            Form of 5.068% Fixed Rate/Floating Rate Senior  Filed herewith
             Note due January 24, 2034
5.1            Opinion of Laura Gleason in connection with the Filed herewith
             4.758% Fixed Rate/Floating Rate Senior Notes due
             January 26, 2027
5.2            Opinion of Laura Gleason in connection with the Filed herewith
             5.068% Fixed Rate/Floating Rate Senior Notes due
             January 24, 2034
23.1           Consent of Laura Gleason in connection with the Filed herewith
             4.758% Fixed Rate/Floating Rate Senior Notes due
             January 26, 2027 (included in Exhibit 5.1)
23.2           Consent of Laura Gleason in connection with the Filed herewith
             5.068% Fixed Rate/Floating Rate Senior Notes due
             January 24, 2034 (included in Exhibit 5.2)
104          The cover page of this Current Report on Form
             8-K, formatted as an inline XBRL.

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